Greetings, and welcome to the Take-Two Interactive Software Fourth Quarter Fiscal Year '17 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. I'd now like to turn the conference over to your host, Hank Diamond, Senior Vice President of Investor Relations. Mr. Diamond, you may begin

Good morning. Welcome, and thank you for joining Take-Two's conference call to discuss its results for the fourth quarter and fiscal year 2017 ended March 31, 2017. Today's call will be led by Strauss Zelnick, Take-Two's Chairman and Chief Executive Officer; Karl Slatoff, our President; and Lainie Goldstein, our Chief Financial Officer. We will be available to answer your questions during the Q&A session following our prepared remarks. Before we begin, I'd like to remind everyone that the statements made during this call that are not historical facts are considered forward-looking statements under federal securities laws. These forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to us. We've no obligation to update these forward-looking statements. Actual operating results may vary significantly from these forward-looking statements based on a variety of factors. These important factors are described in our filings with the SEC, including the company's most recent annual report on Form 10-K and quarterly report on Form 10-Q [Audio Gap] I'd also like to note that, unless otherwise stated, all numbers we will be discussing today are GAAP, and unless otherwise stated, all comparisons are year-over-year. Our press release and filings with the SEC may be obtained from our website at www.take2games.com. And now I'll turn the call over to Strauss

Thanks, Hank. Good morning, and thank you for joining us today. Before we begin, all of us here at Take-Two all around the world want to acknowledge and express our sympathy in the wake of these terrible and tragic attacks in Manchester. It's terribly sad that at an entertainment event, where people went to be pleased and delighted, that this terrible thing occurred, and we're deeply saddened by it, and obviously, puts into context the conversations we're having today. So with that said, we'll turn our attention to business. Consumer demand for offerings remained exceedingly strong in the fourth quarter, finishing off another outstanding year for our organization. During fiscal 2017, we delivered bookings that significantly exceeded our expectations, along with revenue growth and margin expansion. These results were driven by the continued extraordinary performance of Grand Theft Auto V and Grand Theft Auto Online, a diverse array of titles from 2K and record digitally delivered revenue and bookings, including our highest-ever from recurrent consumer spending. Our business performance converted into substantial cash provided by our operating activities, which grew 27% to $331 million. We invested our capital to grow and diversify our business further, including acquiring Social Point, a leading free-to-play mobile game developer. As of March 31, 2017, we had $1.4 billion in cash and short-term investments. Grand Theft Auto V and Grand Theft Auto Online outperformed our expectations during the fourth quarter as they have in every period since their release. Grand Theft Auto V remains our industry's standard bearer for creative excellence and the highest-rated game of the current console generation, with selling now surpassing 80 million units. The title continues to attract and delight new audiences; especially, the install base of PlayStation 4 and Xbox One expands further. In addition, Grand Theft Auto Online again…

Thanks, Strauss. I'd like to begin by congratulating our teams on delivering a very strong fourth quarter and another exceptional year for Take-Two. Our fiscal 2017 results reflect our company's ability to deliver the highest quality entertainment experiences across a variety of genres, platforms and distribution channels. Moreover, we continue to find new and innovative ways to increase our audiences' engagement with our renowned brands. It is our teams' create vision and tireless dedication to excellence that drives our success, and they continue to set new benchmarks for groundbreaking entertainment that captivates players around the world. I'll now discuss our recent strategic accomplishment: the formation of the NBA 2K eSports league. The emergence of competitive gaming as a spectator sport represents an incredibly exciting opportunity for both our industry and Take-Two. According to research firm, Newzoo, audience for competitive gaming has grown to over 250 million people, nearly half of which are avid viewers that watch major international events. In addition, the financial opportunity is substantial, as the competitive gaming market is expected to reach 1.1 billion by 2019. While our initial forays into this space were tournaments for NBA 2K16 and 17 that were designed to benefit marketing and the brand, we believe that with a right partner, competitive gaming could be a direct driver of revenues and profits for our company over the long term. To that end, we were thrilled to announce in February an exciting joint venture with the NBA to create and launch the NBA 2K eSports league. This partnership builds upon the success of our NBA 2K brand and relationship with the NBA to bring together the best basketball gamers in the world, marking the first official competitive gaming league that is jointly owned by a U.S. professional of sports league. The NBA 2K…

Thanks, Karl, and good morning, everyone. Today, I'll discuss our fourth quarter and fiscal year 2017 results and then review our financial outlook for the first quarter and fiscal year 2018. Please note that additional details regarding our actual results and financial outlook are contained in our press release, including the items that our management uses internally to adjust our GAAP financial results in order to evaluate our operating performance. As mentioned by Strauss, our fiscal fourth quarter provided a strong finish to another great year for Take-Two. Sales of our offerings exceeded our expectations due primarily to the continued outperformance of Grand Theft Auto V and Grand Theft Auto Online, total bookings growing 14% to $371 million in the fourth quarter. Of this amount, 72% was digitally delivered bookings, which grew 28% to $257 million as we continued to benefit from growth in recurrent consumer spending as well as our industry's ongoing transition to full-game downloads. While the performance of our business exceeded our expectations as reflected in our strong bookings and cash flow growth, this outperformance is not reflected in our GAAP results for 2 reasons. First, our bookings outperformance is driven by titles that we have acquired [indiscernible], and therefore, our revenues and profits won't benefit from these bookings until future period. And second, because of the better-than-expected performance of Grand Theft Auto V and Grand Theft Auto Online, we recorded higher-than-forecasted internal royalties, which are calculated using results that are adjusted to exclude the impact of deferrals and unlike certain other costs of goods sold are not deferred. Turning to some details from our fourth quarter income statement. GAAP net revenue grew by 52%, to $572 million, and cost of goods sold increased 50% to $315 million. This growth was driven primarily by the recognition of…

Thanks, Karl and Lainie. On behalf of our entire management team, I'd like to thank our colleagues for delivering another outstanding year. To our shareholders, I want to express our appreciation for your continued support. We'll now take your questions. Operator?

[Operator Instructions] Our first question comes from the line of Mike Olson with Piper Jaffray.

I don't know what you can say around it, but I'm sure there can be various reasons for a game to be delayed, some good in the sense that you could be adding more content or other features or it could be that there's something mechanically wrong with the game. Can you provide any context around what category this delay would fall into? And then secondly, as you said, recurrent consumer spend for GTA Online has grown every year since launch. Does the fiscal 2018 revenue guidance including that GTA Online specifically grows or declines year-over-year?

Mike, it's Strauss. I think the purpose of the delay for Red Dead Redemption 2 is to make sure that we deliver the most extraordinary experience we're capable of providing. We haven't gone into particular issues. We are building a new game from the ground up for the first time for new generation consoles, and the pressure that we put on ourselves to deliver excellence and to delight consumers is extraordinary. And we want to make sure that the appropriate time is taken to do the very best job we can, and I think that's what consumers expect of Rockstar Games, and that's what Rockstar Games typically delivers. So we support emphatically the label's decision, and we're utterly confident that it'll prove that in time to be wise, first and foremost, creatively and artistically and economically as well. And to your second question, Lainie will take that.

Our guidance assumes that GTA Online will moderate in a [ nonfiscal ] year 2018. It did grow significantly in 2017, and we continue to support it. But since it's unlike anything else that we've ever had and we have very little visibility into how long it will continue this trend of growth, we've included it as moderating in this year's guidance.

Our next question is coming from the line of Tim O'Shea with Jeffrey.

I just have 2, one for Strauss and one for Lainie. So Strauss, just I hope -- I was just hoping you could share how anticipation is building ahead of the big Red Dead launch and maybe what kind of signals are your tracking from the community that might help give us confidence around how big of a launch this might be. And then just for Lainie, obviously, you're shifting Red Dead into fiscal '19, but as you think about outlook, I'm just curious if there are any costs embedded in that fiscal '18 outlook around Red Dead maybe for marketing or something like that.

Yes, Tim, I appreciate it. The -- it's not really my nature or our nature to claim victory before it occurs, more a nature to do the very best we can to delight consumers and then report the results. To say that we're highly confident about Red Dead Redemption 2 is an extraordinary understatement, but I'm not sure that really matters. In the fullness of time, the title will be released and consumers get to vote. There is no doubt that the engagement with the materials that we released was extraordinary, the screenshots are beautiful, the buzz is palpable and growing. But beyond that, Rockstar Games will talk about how the title is progressing and how consumers are responding in the fullness of time. So it does fall into the category of how high is up. It is a highly anticipated title, that's an understatement. But it's our style to say, look, we do the very best we can and the results will speak for themselves.

And we are including marketing for Red Dead Redemption 2 in our fiscal year 2018 guidance. Since it's a spring release, we will certainly see some marketing for the title during the fiscal year.

Our next question is from the line of Drew Crum with Stifel.

So I want to go back to GTA Online. Talk about what Rockstar's plans are for content fiscal '18, if there's any change there given the timing of Red Dead 2. And then separately, on Social Point, can you remind us what the earn-outs are for calendar '17 and '18, what's embedded in guidance? And it looks like there's no new games planned for Social Point, but you follow the same protocol, rely on them to make the game announcements and then expound upon those with earnings calls.

Drew, it's Strauss. On GTA Online, we have said that plenty more content is coming. More announcements will be made by Rockstar Games. The title is absolutely being supported by the label. Consumers love it. It remains an enormous focus of everyone's attention. We remain very excited about it even though our financial results are expected to moderate. In terms of Red Dead Redemption 2 coming, that's unrelated to the GTA Online, as I've said many times before, all entertainment from all enterprises competes with everyone and competes with no one. Entertainment stands on its own. No one ever needs another entertainment property. When there's nothing in the marketplace that excites us, we stay home. When there's plenty in the marketplace that excites us, we buy as much as we can afford. So I don't believe there's any connection between Grand Theft Auto Online and Red Dead Redemption 2. And certainly, here, at our enterprise, we're full steam ahead, supporting all of our successful properties and always trying to make more as we go along.

And just to address your question about the earn-out. So the sellers are eligible to receive an earn-out. It's a public -- you can look it out yourself. It's basically 4.5x every dollar of EBITDA earned by Social Point, in excess of $32.5 million in 2017 and $38.5 million in 2018. And that maximum -- that amount is capped at $25.9 million. That's how the earn-out works. And what's your last -- what's your other question about Social Point? I missed that one.

So you haven't -- it looks like you've not announced any new games as part of fiscal '18. Is it possible some slip in this year? Or should we not assume anything for fiscal '18?

What we have said is that Social Point has got a pipeline of games that are coming out over the next couple of years. We'd not announced timing about when those games are. There are games in various stages of development and testing. It's a little bit of a different process than we thought with our other 2 labels just given the nature of the games themselves. It's more of an iterative development and release strategy. But rest assured, there are games in the pipeline over the next couple of years.

Okay. And Karl, just to go back to the first part of the question, the $32 million and $38 million, respectively, of EBITDA. Are you assuming that Social Point hit those thresholds as part of your guidance?

We're not commenting on where it fits.

Our next question is from the line of Eric Handler with MKM Partners.

When you look at your full-game digital downloads, where are you right now as you end fiscal '17? Like what percentage of your games are getting the full-game download versus what you are implying with your guidance for fiscal '19 -- fiscal '18 and how you think that trend is progressing? Secondly, with regard to your statement about fiscal '19, the last time you guys generated $700 million of operating cash flow was the launch year for GTA 5 and you did $4.26 that year. I'm just curious, is that sort of like a good baseline to think about for EPS in fiscal '19?

Thanks, Eric, and really appreciate the [indiscernible]. On full-game downloads, digital distribution is responsible for roughly 25% of our console sales and about 90% of our PC sales. For frontline for catalog, it's obviously greater. We expect that in our numbers to be roughly the same going forward. Strategically, however, over time, we think digital distribution grows as a percentage of total revenue. For fiscal '19, we're not commenting on EPS. I think we've given a good deal of visibility already.

Next question comes from the line of Justin Post of Merrill Lynch.

Two questions. First, does the delay of Red Dead impact any of other Rockstar's other projects? And then secondly, could you help us frame the opportunity for NBA eSports relative to the current revenues that the franchise is generating? Like how would you think about the incremental revenue opportunity?

The decision to move the release of Red Dead Redemption 2 will have no impact on any of Rockstar Games' other activities. With regard to our eSports venture, about which we're -- we just couldn't be more excited, actually just met yesterday with Brandan and with the Commissioner in for our standard catch-up meetings, and we're just thrilled with the progress that the venture is making. And there'll be more said about that in the future. However, we're not including that progress in our outlook. And that's not because we're not optimistic. We are. It's just too early to size it. We know that if we get this right, there's an amazing opportunity for the fans, and therefore, an amazing economic opportunity. That's always how we look at the world. However, we have not included it in our outlook.

Any way of framing it, like 3 or 5 years out, like how you think about it?

It's so tempting to share my views. But it sort of falls in the category of -- I'm an optimist. Couple of the folks sitting on the table with me here are pessimists. But it doesn't matter, and we've proven in the 10 years that we managed this business that our opinions are irrelevant. We show up every day, as do 3,400 of our colleagues. We work super hard to be the most creative, efficient and innovative organization in the entertainment business. Sometimes, we get it wrong, and we take responsibility. More often than not, we get it right, and we see the results. That's what we're trying to do here. I'm really confident that we will get it right. And if we do, I think the economic results for both the venture and for our game related to the venture will be nothing short of astonishing. But that's just what I think. And frankly, I wouldn't put a whole lot of stock in that. We're moving in that direction, and certainly, our goal, and it's our collective goal. And look, we're the first professional sport to launch a competitive gaming league. And the excitement among the fans, among the teams at the NBA and here at 2K and Take-Two is palpable. It's our job now to hunker down and turn that into reality, and the money will follow.

Our next question is from the line of San Phan with Mizuho.

Can you tell us how much of the growth in NBA 2K unit sales is coming from the U.S. versus international? And then the second question is something more broad. Does the ongoing success you're seeing in recurrent digital spend change your view in strategy with frontline title releases in any way?

So we don't break out international or domestic sales for NBA. However, international growth has been a big benefit for us. We are focused on it. We focus more on localization. We have local commentators. As the sport grows overseas, so does our game. And there's an anonymous amount of ongoing opportunity. In terms of recurrent consumer spending, yes, we have said that as we look at future releases, all of them are built with an eye towards ongoing engagement. So this business used to be a business where we did our best to create this extraordinary experience, the experience was finished, we launched it into the market, the consumer voted, we went on to the next, and we had a catalog. And because the technology was constantly changing to encapsulate the limited value. All of that has now changed in reverse order. Catalog now has much more value. We have the highest-selling catalog per SKU, frankly, because we have the highest Metacritic scores, and our quality holds up over time. People want to play our games many, many years after the release. And equally, we now can look at a hit game and say, when you have a hit title, people want to stay engaged. So we have to plan ahead and say, are we going to have meaningful ongoing opportunities to engage. Each game is different. So we -- each game looks at those meaningful opportunities through a different lens. It could be the lens of a multiplayer version online. It would have, for example, virtual currency sales. It could be a free-to-play title launched by Social Point, which has in-game purchases. It could be NBA 2K online in China, which in-game purchases. It could be WWE SuperCard, which has in-game purchases. It could be downloadable add-on content, for which one pays. It could be free add-on content. Anything that delights consumers and keeps them engaged with our titles and our brands is good for them, and therefore, good for us. And we find that the monetization follows. We're definitely getting better at the data surrounding this. We're getting better at translating engagement into monetization. But at the risk of being repetitive at this company, first and foremost, we focus on the consumer, and the monetization follows.

So given that your catalog sales are growing, you're getting more existing engagement in existing -- growing engagement in existing titles, does it make -- could we see possibly maybe releasing big -- bigger titles further apart than we would have in years past?

We stated a strategy not to annualize any titles apart from sports entertainment titles 10 years ago, and the market has moved in our direction, has become more complex to deliver big titles and more difficult and more time-consuming to create A-plus quality, which is what the market demands. Our cadence isn't expected to change. And in certain instances, we hope that the time in between releases will actually decrease. I don't expect that the time length between releases will increase.

Next question comes from the line of Ray Stochel with Consumer Edge Research.

I guess, this is going off of the last subject. But do you have any update on the digital strategy for Red Dead Redemption 2?

We've said that there will be an online component, and we'll leave the rest of that discussion to Rockstar Games.

Got it. And then quick bigger picture follow-up. How are you thinking now about your PC distribution strategy as you grow and increasingly become more relevant in the market? What are the pros and cons of owning your own platform?

We do have our own platform. We -- consumers can buy directly from our store and that's -- it's a small part of our business. In general, it's our view that consumers want to go to a place where they can buy a multiplicity of titles, and the notion of only being able to buy one company's title isn't really the way entertainment is typically consumed. We're quite happy to share with our distribution partners. It's the nature of the entertainment business. And our strategy as opposed to trying to grab all the margin and distribute directly is try to be a really great and trusted partner of an every possible storefront on earth. We've always taken the view that we want to be wherever the consumer is. And the economics of our physical business include sharing. The economics of our digital business include sharing. We'd love, of course, to increase the percentage that we keep. Who wouldn't. But the most important thing, economically speaking, are the dollars that we generate. And we believe that the widest possible distribution is the way to do that. So we know a couple of our competitors have tried really hard to focus entirely on direct distribution. Certainly, the -- there are elements of the free-to-play mobile business that can look a lot like that, but their sharing -- there's always someone you have to share with there. So again, we focus less on what percent we have to share in order to get distribution and more on the dollars that we generate and the availability and ubiquity of our products.

The next question is from the line of Ben Schachter with Macquarie.

I have a few quick modeling questions for Lainie and then one for Stauss. Lainie, can you help us with the change in deferred revenues for FY '19? And also what's the tax rate we should be using for '18 and '19? And then also, in the initial guide for FY '19, what's the relative size of Red Dead versus the 2K game discussed in the press release. And then, Strauss, can you discuss Rockstar's capacity to work on more than 2 franchises at one time? We, obviously, know they're working on Red Dead and continuing on GTA. Do they have enough resources to be working on other titles at the same time?

So for -- on the change in deferred revenue for '19, we haven't given out any additional details on '19 other than what we expect in terms of net sales and the cash from operations. And so our tax rate for '18, we're using 22% for our management reportings. And for '19, again, we're not giving any additional information than what we've given already.

And in terms, Ben, of Rockstar's capacity, yes, Rockstar and 2K, both have the capacity to work on a multiplicity of projects. There's attention, of course, in that as we've shown an ability and a willingness to hire plenty of creative talent, the growth in our headcount over the past 10 years has largely been creative headcount. There is attention in finding the best talent in the business. We've made no bones about that. It's true for our competitors who are only looking for the best and the brightest. That said, both 2K and Rockstar have the ability to work on a multiplicity of projects simultaneously. And the question for both of them is how do you direct your resources on the one hand to supporting something that's working mightily now, and on the other hand, to something that will, we hope, work mightily in the future. And that's a decision that is a challenging and complex one that one makes with limited information at every entertainment enterprise. But resources are our issue and ambition isn't our issue. Probably -- and to the extent we have a problem, it's a high-class problem. We have 11 extraordinary franchises that have each sold over 5 million units in an individual release. We have something like 55 that have sold at least 2 million in individual release. That's pretty different state of play than just a few years ago with this enterprise. We think we have the best collection of owned intellectual property in the business. And basically, our business is exploding in every area, whether that's sports entertainment, whether that's free-to-play, whether that's mobile, whether that's GTA Online, whether that's a sale of GTA 5 itself, nearing 80 million units, and the list goes on. So the question for us is always, how do we reach a new height? And that's what we're focused on at 2K; that's what we're focused on at Rockstar; and certainly, that's what we're focused on at Social Point; and finally, at Take-Two.

Stauss, If I can just sneak one more in. Can you remind us how you think about excess cash in terms of onetime dividend, buyback? Just in general, your philosophy on what you do with excess cash.

I guess, it is a natural question when we talked about what fiscal '18 looks like, generating about $150 million of cash flow from operations in fiscal '19 where the initial outlook sitting here today is $700 million of cash flow from operations. So it's a fair question, since we just reported $1.4 billion in cash, and we just spent $0.25 billion on an acquisition a few months ago. I would observe these are high-class problems. We said over time that there are 3 areas in which to deploy capital. The first is to support organic growth. This company story has largely been an organic growth story. And we now have the ability to take measured risk when we believe there's a great opportunity for return. And that's has really worked out very well for us. Second, we've said we are now in a position, seriously, to consider accretive inorganic opportunities, and we're acting accordingly with the acquisition of Social Point. And I think, our view is many more opportunities will present themselves. What's our lens? We're highly disciplined strategically, we're highly disciplined economically, we've said we would do deals when they're accretive. Social Point is immediately accretive to the cash flow from operations, and soon, will be accretive to actually revenues and earnings. And we look through that lens. We're not interested in pie in the sky. We're not interested in talking about strategy and overpaying for something. We're certainly not interested in buying a money-losing enterprise. Finally, we've shown a willingness to return capital to our shareholders. We'll do buybacks when we can execute them at deep value in our view and in any scholarly view of merit. That's the only time it ever makes sense for an organization to do a buyback. We've done 2, both at deep value and with hindsight. Of course, we didn't have hindsight when we made the decision. And we will contemplate other forms of returning cash to the shareholders. Right now, we still have a convertible bond that we have to take care of. That will clean up our balance sheet and leave us entirely debt-free. And so these are issues that we will continue to contemplate going forward. But that's how we look at the world. Specifically, just for transparency, hard for me to believe that a onetime dividend will make sense.

Our next question is from the line of Stephen Ju of Crédit Suisse.

Chris Hum for Steven. Curious about the launch window for Red Dead. Is there something about this game that you feel would make it better for a summer launch versus launching in the winter? And kind of how your expectations have changed since we last talked?

Yes. For a title like this, I don't think the launch window really matters. And obviously, Red Dead Redemption went out in May and was an extraordinarily successful title. Consumers are consuming entertainment year round. Now they don't stop in the summer months. And we believe that if you give people an extraordinary experience, they will show up for it.

I will now turn the floor back to management for closing remarks.

We just want to thank everyone for joining us today. Obviously, we've a lot going on here. Really pleased to report the results that are meaningfully ahead of our initial expectations. We're looking forward to a fiscal year that, despite a rather light frontline release schedule, looks incredibly sound economically. And naturally, we're all super excited about our upcoming release schedule and what that will bring in fiscal '19 and in the years beyond. Thank you so much for joining us today.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.